Zoomcar raises $80K in fifth Series A placement
Zoomcar Holdings completes a fifth closing in its Series A unit private placement and extends the offering’s termination date to September 20, 2026.
Rhea-AI Filing Summary
Zoomcar Holdings, Inc. (ZCAR) reported the fifth closing of its ongoing private placement of Series A units to accredited investors. Each Unit consists of one share of Series A Convertible Preferred Stock with a stated value of $1,000 and one Series A warrant to purchase 20,000 shares of common stock.
At this fifth closing, the company issued 80 Units, comprising 80 preferred shares and warrants exercisable for up to 1,600,000 common shares, for aggregate consideration of approximately $80,000. Sixty Units were issued as non-cash consideration through satisfaction of accrued obligations, and 20 Units were issued for cash to an accredited investor.
The broader Offering permits sales of up to $5,000,000 of Units, plus up to an additional $5,000,000 via an overallotment option, and is being conducted under Section 4(a)(2) and Rule 506(c) of Regulation D. The scheduled termination date was extended, with the agreement of the placement agent, from September 4, 2026 to September 20, 2026. The preferred shares are initially convertible at $0.05 per share of common stock, and the warrants are exercisable at $0.0625 per share for five years from issuance.
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8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Units issued at fifth closing: 80 Units
Aggregate consideration at fifth closing: $80,000
Common shares underlying warrants issued: 1,600,000 shares
+5 more
8 metrics
Units issued at fifth closing
80 Units
Fifth closing of Series A Unit Offering
Aggregate consideration at fifth closing
$80,000
Total consideration for 80 Units
Common shares underlying warrants issued
1,600,000 shares
20,000 shares per warrant for 80 Warrants
Maximum base Offering size
$5,000,000
Aggregate amount of Units offered
Additional overallotment capacity
$5,000,000
Additional Units via placement agent overallotment option
Initial conversion price
$0.05 per share
Conversion price of Series A Convertible Preferred Stock
Warrant exercise price
$0.0625 per share
Exercise price of Series A Warrants
Extended Offering termination date
September 20, 2026
Revised Termination Date for the Offering
Key Terms
Series A Convertible Preferred Stock, Series A warrant, Rule 506(c) of Regulation D, Registration Rights Agreement, +2 more
6 terms
Series A Convertible Preferred Stock financial
"each Unit consisting of (i) one share of the Company’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Series A warrant financial
"and (ii) one Series A warrant to purchase 20,000 shares of the Company’s common stock"
A Series A warrant is a contract issued alongside a company’s early funding round that gives the holder the right to buy a set number of shares later at a fixed price. Think of it like a coupon that lets an investor purchase stock at today’s agreed price even if the company’s value rises; it can boost potential upside for the warrant holder and create dilution for existing shareholders, so investors watch them when assessing ownership and future share value.
Rule 506(c) of Regulation D regulatory
"The Offering is being conducted pursuant to Section 4(a)(2) ... and Rule 506(c) of Regulation D"
Registration Rights Agreement financial
"the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
overallotment option financial
"plus up to an additional $5,000,000 of Units issuable pursuant to an overallotment option"
An overallotment option (often called a "greenshoe") is a pre-arranged allowance for underwriters to sell or buy up to a specified extra percentage of a company’s shares during an offering to meet unexpected demand or support the share price. Think of it as a short-term buffer: it helps reduce wild swings right after shares start trading but can slightly increase the total shares outstanding if the option is exercised, which matters to investors because it affects supply, price stability, and potential dilution.
reverse stock split financial
"does not give effect to the reverse stock split approved by the Company’s stockholders"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
FAQ
What did Zoomcar Holdings (ZCAR) announce regarding its Series A private placement?
Zoomcar Holdings announced the fifth closing of its Series A Unit Offering to accredited investors, issuing 80 Units consisting of preferred shares and warrants for aggregate consideration of approximately $80,000, under Section 4(a)(2) and Rule 506(c) of Regulation D.
How are the Series A Units of ZCAR structured in this Offering?
Each Series A Unit consists of one share of Series A Convertible Preferred Stock with a $1,000 stated value and one Series A warrant to purchase 20,000 shares of common stock, with the warrants exercisable at $0.0625 per share for five years from issuance.
What was issued at Zoomcar Holdings’ fifth closing and for what consideration?
At the fifth closing, Zoomcar issued 80 Units, including 80 preferred shares and warrants for up to 1,600,000 common shares, for aggregate consideration of approximately $80,000. Sixty Units were issued for non-cash satisfaction of obligations and 20 Units were issued for cash.
What is the maximum size of Zoomcar Holdings’ Series A Unit Offering?
The Offering permits the sale of up to $5,000,000 of Units, plus up to an additional $5,000,000 of Units pursuant to an overallotment option exercisable by the placement agent in its sole discretion, in one or more closings once a minimum subscription threshold was met.
What are the conversion terms of ZCAR’s Series A Convertible Preferred Stock?
The Series A Convertible Preferred Stock is convertible into common stock at the stated value of $1,000 per share at an initial conversion price of $0.05 per share, subject to adjustments, alternate conversion rights, and certain price-reset provisions described in the Certificate of Designation.
When does the Zoomcar Holdings Series A Offering now terminate?
With the agreement of the placement agent, Zoomcar extended the Offering’s scheduled termination date, and the corresponding “Termination Date” in the securities purchase agreements, from September 4, 2026 to September 20, 2026, with the possibility of further extension under those agreements.
What registration rights did Zoomcar Holdings grant to investors in this Offering?
Zoomcar entered into a Registration Rights Agreement requiring it to file a registration statement for resale of common shares issuable upon conversion of the preferred shares and exercise of the warrants within 15 days after the fifth closing, with partial liquidated damages if it fails to meet its registration obligations.
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